Maker's Deal With Disney to Proceed

By Business Journal Staff
Originally published April 14, 2014 at 3:20 p.m., updated April 14, 2014 at 4:47 p.m.

Editor's Note: This story has been corrected and updated from the original story published at 2:52 p.m. April 14, which stated the Maker board voted on Monday.

The board of directors and shareholders of Maker Studios have approved its acquisition by Walt Disney Co. despite a counter-offer made public Monday for the Culver City media company.

The board and shareholders gave their OK to the deal on March 24 and it is now going through the regulatory approval process. The deal is expected to close in the next few weeks.

Disney, the Burbank media and entertainment giant, is paying $500 million in cash and up to $450 million in earn-out payments for Maker, a multichannel network that develops online video programming for YouTube channels.

Beverly Hills production company Relativity Media had sought to acquire the studio for $525 million in stock and cash plus an additional $500 million in stock if certain financial targets were met. It’s also offered $75 million for a bonus pool for employees and talent who are not Maker shareholders, according to media reports.

The offer by Relativity was the second challenge in Disney’s plans to buy Maker Studios. Last week, four former Maker executives filed a petition seeking a court injunction to stop a shareholder vote on the acquisition.

Relativity produces both feature films and television productions. Its credits include “The Social Network” and “The Fighter.” It is controlled by founder and Chief Executive Ryan Kavanaugh.

In a statement, Relativity said its offer was compelling and that Maker’s employees and talent roster would have benefited from being part of Relativity.

“We will continue to aggressively explore future opportunities that align with our strategy to accelerate digital content creation and distribution,” Relativity said in a prepared statement.

Disney did not comment on the Relativity offer, though the Wall Street Journal reported that a person close to the Disney-Maker deal said the Relativity offer would have no effect on the binding agreement between the parties.

Last week, four former Maker Studio officers, including co-founder and former chief executive Danny Zappin, filed a 26-page petition in L.A. County Superior Court to stop the scheduled April 15 vote on the acquisition. A representative of Maker said there was never a vote scheduled for that date.

The officers allege information provided to Maker shareholders did not include a reference to a lawsuit filed last summer by the four plaintiffs that alleged a conspiracy by other Maker board members to illegally issue themselves shares for their own financial gain and to take over the company.

Shares in Disney closed up 61 cents, or less than 1 percent, to $77.62 on the New York Stock Exchange.